2. Ross is the managing director of Developers Ltd., a company engaged in the business of acquiring and developing building sites. Developers Ltd. wishes to buy a piece of land on which to erect a factory. Ross, whilst out looking for a site which would suit the company for this purpose, discovers a piece of land which will soon adjoin a new main highway. Realising the value of the land for development as a factory site, Ross, without informing the shareholders in Developers Ltd., purchases the land on his own behalf and subsequently sells it to an engineering company at a substantial profit. Lincoln, a major shareholder in Developers Ltd. learns of these transactions and tells John that he objects to his conduct and intends to raise the matter at the forthcoming annual general meeting. Ross replies that he is not aware that he has done anything improper, especially as Developers Ltd. might not have been able to raise sufficient funds to purchase this site itself.

• Advise Lincoln generally and state what action, if any, can be taken against Ross for any possible breaches of his duties as a director
• What penalties (civil penalty regime) may be imposed on Ross for breaching the common law and Statutory duties under the Corporations Act?
• What are the possible remedies available to Developers Ltd if Ross is found to have breached such duties?